1.1 The website (https://Payfty.com) (“Website”) together with the documents referred to on it are owned and operated by Payfty Technologies Ltd and Payfty Technologies LLC (“we”, “us”, “our”, “Payfty” or “Company”, “Payfty Technologies LLC” or “Payfty Technologies Ltd”).
1.2 Payfty Technologies LLC is a registered company in the Saint Vincent and the Grenadines. Registered address: First Floor, First St. Vincent Bank Ltd Building, James Street, Kingstown, St Vincent and the Grenadines, Company No: 699 LLC 2020. Payfty Technologies Ltd is a registered company in the Dubai International Financial Center. Registered address: Unit GA-00-SZ-L1-RT-208, Level 1, Gate Avenue - South Zone, DIFC, Dubai - United Arab Emirate, Registered No: 4313
1.5 We do not recommend that you purchase any Payfty Platform or Service unless you have prior experience with Blockchain Assets, blockchain‐based software and distributed ledger technology and unless you have received independent professional advice
Acceptance of terms.
2.1.1 the Payfty Technologies LLC products and services, including:
18.104.22.168 participating in the sale by the Company of digital tokens subject to the Terms and Conditions of Token Sale and Use (the “Token Sale Agreement”) and Offering Memorandum through the KVT application form;
22.214.171.124 Brand Ambassador programmes;
126.96.36.199 information subscription services;
188.8.131.52 the Payfty Currency Network;
184.108.40.206 the Payfty Explorer;
220.127.116.11 the Payfty Wallet; and
18.104.22.168 the Payfty Web Platforms;
2.1.2 the Payfty products and services, including:
22.214.171.124 the Payfty Exchange;
collectively “the Services”.
License to use.
3.2 You shall obtain at your own expense all licences, permits, and consents that may be necessary for the use of the Platform and/or the Services.
Access to the platform and services.
4.1 You may not access or use our Platform and/or Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where:
4.1.1 your access or use of our Platform and/or Services would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory organisation; or
4.1.2 we have determined, at our sole discretion, to prohibit access or use of the Platform and/or Services.
4.2 In accordance with clause 4.1, we may implement certain controls to restrict or deny access to our Platform and/or Services from any jurisdiction where access is prohibited.
4.3 You agree that you will comply with this clause, even if our methods to prevent access or use of our Platform and/or Services are not effective or able to be bypassed.
Your use of the platform and services.
5.1 You must not use our Platform or Services:
5.1.1 in any way that breaches any law, rule, decision, judgment or regulation, or that has any unlawful or immoral purpose or effect;
5.1.2 to transmit, or procure the sending of any unsolicited or unauthorised advertising, promotional material or similar communications;
5.1.3 to send, knowingly receive, upload, download, publish, post, distribute, disseminate, transmit, use or re‐use any material or information which is inaccurate, illegal, defamatory, libellous, obscene, offensive, abusive, hurtful, hateful, threatening, inflammatory, harmful, infringing, pornographic, discriminatory, indecent, unsolicited, unauthorised, unlawful, objectionable or which may expose you or us to legal action or reputational damage; or
5.1.4 to threaten, harass, stalk, abuse, disrupt others, or otherwise violate the rights of others.
5.2 You also agree not to:
5.2.1 advertise or sell any goods or services to other users of the Platform or the Services or to benefit commercially from its content; or
5.2.2 access without authority, interfere with, damage or disrupt, any part of our Platform; any equipment or network on which our Platform is stored; any software used in the provision of our Platform or Services; or any equipment, network or software owned or used by any third party.
5.3 When you are asked to provide information in connection with our Platform or Services, you agree to provide true, accurate, current and complete details. It may not be possible to provide you with the relevant access, Services or information you require if you do not provide the minimum mandatory information requested.
5.4 Except as expressly permitted in relation to a particular Service you shall not:
5.4.1 copy, modify, reverse engineer, reverse assemble or reverse compile or store the Platform or Services or any part thereof;
5.4.2 license, sublicense, transfer, sell, resell, publish, reproduce, and/or otherwise redistribute the Platform or the Services or any components thereof in any manner (including, but not limited to, via or as part of any internet site);
5.4.3 use the Platform or the Services as part of your intranet or other internal network; or
5.4.4 create archival or derivative works based on the Platform or the Services or any portion thereof. You shall take all precautions that are reasonably necessary to prevent any unauthorized distribution or redistribution of the Platform or the Services.
5.6 Your use of the Platform and/or Services is at your own risk.
5.7 You understand, acknowledge and accept that we make no warranty whatsoever, express or implied, to you as to the Platform and/or Services, and that the Platform and/or Services are provided to you “as is” and you use them at your sole risk.
5.8 We expressly disclaim any implied warranties or merchantability or fitness for a specific purpose in relation to the Platform and/or Services.
5.9 You acknowledge and agree that:
5.9.1 You are solely responsible for evaluating the accuracy, timeliness, and completeness of any and all information provided to you via the Platform and/or relevant Services;
5.9.3 Neither the Platform or Services or information provided to you through the Platform or Services are intended as investment, financial, tax, accounting or legal advice. A reference to a particular product on the Platform or in the Services is not a recommendation to buy, sell or hold such product or to make any other investment decision. We are not offering any advice in this regard and you agree that your use of the Platform and/or Services and any decisions that you make in reliance on information contained within the Platform and the Services are made at your own risk.
5.9.4 By accessing the Platform and utilising relevant Services in any way, you represent that you understand the inherent risks associated with cryptographic tokens, digital assets, digital ledger technology and blockchain‐based software systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens and its underlying technology, such as the USDP/PAY and blockchain‐ based software systems.
5.9.5 the Platform and the Services may be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Payfty to continue to develop, or which could impede or limit your ability to access or use the Platform and/or the Services.
5.9.6 Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Platform and the Services, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, Payfty intends to update the protocol underlying the Platform and the Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Platform and the Services, you acknowledge these inherent risks.
5.9.7 You understand that USDP/PAY and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the blockchain. You acknowledge these risks and represent that Payfty cannot be held liable for such fluctuations or increased costs.
5.9.8 The Platform and/or the Service provide links to other internet or accessible sites, applications or resources. Because we have no control over such sites, applications and resources, you acknowledge and agree that Payfty is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Payfty shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
5.10 You represent and warrant that:
5.10.2 you are of the legal age of majority in your jurisdiction as is required to access the Platform and/or Services and enter into arrangements as provided by the Services. You further represent that you are otherwise legally permitted to use the Services in your jurisdiction including owning cryptographic tokens of value, and interacting with the Platform or Services in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that we are not liable for your compliance with such laws.
Limitation of liability & indemnity.
6.1 Except as otherwise required by applicable law, neither we, nor our affiliates, respective directors, officers, shareholders or employees, or agents accept any responsibility and shall not be liable for any and all losses or damages whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with:
6.1.1 use of or reliance on any information, opinions, content and/or material held on this Platform or made available in connection with the Platform and/or the Services; or
6.1.2 interruption or delay or complete irretrievable loss of all information, data, access, use of, or inability to use or access, line or system failure in connection with, or security threat relating to, the Platform, Services, and/or any digital assets available to trade thereon, including but not limited to: special, indirect, incidental, punitive or consequential damages, loss of profits, sales, business, or revenue; loss of data; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; wasted management time; or any indirect or consequential loss or damage.
6.2 Except as otherwise required by applicable law, we will not be liable for any loss or damage caused to your information technology, devices, computer programmes, platform, data or other proprietary material arising in connection with your use of this Platform and/or the Services.
6.5 Neither we, nor our affiliates, third party providers or respective directors, managers, officers, shareholders, employees or agents make any warranty with respect to, and no such party shall have any liability to you for:
6.5.1 The accuracy, adequacy, timeliness, completeness, reliability, performance or continued availability of the Platform and/or Services; or,
6.5.2 Delays, omissions or interruptions to the Platform and/or Services;
6.6 We have not verified, monitored, reviewed or authenticated in whole or in part the information and materials which comprise the Platform and the Services which may include inaccuracies or typographical or other errors.6.1 Except as otherwise required by applicable law, neither we, nor our affiliates, respective directors, officers, shareholders or employees, or agents accept any responsibility and shall not be liable for any and all losses or damages whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with:
Forward looking statements.
7.1 Certain statements on the Platform may constitute “forward‐looking statements” within the meaning of the safe harbor provisions of the US Private Payfty Currencies Litigation Reform Act or similar applicable regulation. In some cases, these statements are identifiable by use of forward‐looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. Such forward‐ looking statements which are subject to known and unknown risks, uncertainties and assumptions about Payfty, may include, but are not limited to, projections of future financial performance of relevant products based on our relevant strategies and anticipated trends in our business and industry, statements concerning Payfty’ plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward‐looking statements are only predictions based on our current expectations about future events. They involve risks and uncertainties that could cause actual results, level of activity, or performance to differ materially from those expressed or implied in such forward‐looking statements. Factors that lead to Payfty’ performance to differ materially from current expectations include, but are not limited to: implementation of strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and market competition. These risks and uncertainties are not exhaustive and forward‐looking statements are based on a number of assumptions that are subject to change. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact that these factors will have on our business or the extent to which any factor, or combination of factors, may cause actual results, level of activity, performance or achievements to differ materially from those contained in any forward‐looking statements. Our inclusion of such projections in any report or document should not be regarded as a representation that the projections will prove to be correct. We do not assume responsibility for the accuracy or completeness of any of these forward‐looking statements. You should not rely upon forward‐looking statements as predictions of future events. We are under no duty to update any of these forward‐ looking statements after the date of any report to conform our prior statements to actual results or revised expectations and we do not intend to do so.
Viruses and defects.
8.1 We have taken appropriate steps to detect computer viruses but we cannot guarantee that our Platform and/or Services are free from malfunctions, defects, bugs and viruses; or that the Platform will operate correctly and as expected, at any given time. We shall not be liable for any loss or damage which occurs as a result of any virus, including without limitation any distributed denial‐of‐ service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other materials.
8.2 You are responsible for configuring your information technology, devices, computer programmes and platform in order to access our Platform and Services and for protecting these with your own anti‐virus software, firewalls and any other technical measures. We give no warranties as to the compatibility of our Platform and Services with your information technology, computer programmes and platform.
8.3 You must not misuse our Platform or Services by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware, and/or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or which is otherwise malicious or technologically harmful.
Intellectual property rights.
9.1 We are the owner of all intellectual property rights in the Platform and the Services, material published on the Platform and material made available through the Platform and Services, including, but not limited to, all proprietary data, information, content, data, symbology, software, technology, products and documentation. Those works are protected by copyright laws and other intellectual property rights. All such rights are reserved.
9.2 Subject to the limited exceptions set out below, neither this Platform or the Services nor any part of them may be copied, reproduced, modified, publicly displayed, republished, distributed, extracted or reutilised in any form, without the prior written permission of us. Any breach of this restriction is strictly forbidden and shall cause us irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach hereof by you may be enforced by us by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available. Requests for permission should be sent to us via email at [email protected]
9.3 You must not use any part of the material held on our Platform or made available through it for commercial or business purposes without obtaining a licence to do so from us.
Termination of licence and access rights.
11.1.1 on five (5) Business Days’ written notice to the other Party; or
12.2 Where a Party fails to comply with this Clause, that Party accepts and subsequently releases the other Party from being bound by the dispute resolution procedure, as detailed below.
12.3 Disputes of Invoices.
12.3.1 If you dispute the amount of any invoice, statement or otherwise as issued by Payfty (‘Disputed Amount’), you herein acknowledge that you must notify Payfty in writing before the date by which the Disputed Amount is payable, or where said payment has already been effected, as soon as is reasonably practicable where such time is not greater than two (2) Business Days.
12.3.2 If you fail to notify Payfty pursuant to this Clause, you hereby acknowledge and agree that notwithstanding the fact that the Disputed Amount remains disputed, that it shall be required to make payment in accordance with the ordinary payment terms. Upon finalising the dispute, where the Disputed Amount is found to have been in excess of what was owing to Payfty, Payfty herein warrants that it shall remit or set‐off any amount owing to you as soon as is reasonably practicable.
12.4.1 In the event a Party instigates a dispute:
126.96.36.199 that Party shall give written notice to the other Party nominating a representative to negotiate the dispute (‘Dispute Notice’);
188.8.131.52 within five (5) Business Days of receiving the Dispute Notice, the other Party will reply in writing nominating its representative to negotiate the dispute (‘Dispute Reply’);
184.108.40.206 the representatives of the Parties shall use its best endeavours to negotiate and settle the dispute wherein if any settlement can be achieved, it should be recorded in writing and signed by both representatives wherein said signed agreement shall be deemed to be binding upon the Parties;
12.4.2 Where the dispute has not been resolved within ten (10) Business Days of the receipt of the Dispute Reply, the Parties shall undertake to use its best endeavours to negotiate for a process to resolve the dispute wherein said process is not arbitration or litigation;
12.4.3 Where twenty (20) Business Days has elapsed since receipt of the Dispute Reply and the negotiations for an alternative dispute resolution process have been unsuccessful, the Parties may engage in arbitration followed by litigation.
12.4.4 In the event of the negotiations for an alternative dispute resolution proving unsuccessful in accordance with Clause 12.4.3 the details of the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
220.127.116.11 The number of arbitrators shall be three;
18.104.22.168 The seat, or legal place, of arbitration shall be the City of London;
22.214.171.124 The language to be used in the arbitral proceedings shall be English; and,
126.96.36.199 Any and all costs incurred by a Party in bringing a dispute shall be borne by said Party, unless otherwise agreed during negotiations or ordered during arbitration or litigation.
Anti-money laundering and counter-terrorism financing framework.
13.1.1 Payfty takes it obligations under relevant Anti‐ Money Laundering Legislation, Financial Crime Legislation, Terrorist Financing Legislation and Sanctions Legislation, rules, guidance and practice (“the Financial Crime Framework”) seriously and endeavours to align its operations with the purposes and provisions as promulgated by the Financial Crime Framework.
13.1.2 Payfty shall operate thorough monitoring, identification and verification programs to assist it in discharging relevant obligations within the Financial Crime Framework.
13.1.3 Payfty undertakes to be proactive in the fulfilment of its obligations under the Financial Crime Framework and as such will conduct on‐going, annual audit checks upon collected and held monitoring, identification and verification information to ensure compliance with relevant Financial Crime Framework Obligations.
13.1.4 Payfty undertakes to ensure that information retained in the discharge of Payfty’ obligations under the Financial Crime Framework is protected in accordance with relevant security requirements and standards.
13.1.5 Payfty reserves the right, and you hereby grant Payfty an absolute and irrevocable right to release any information collected by Payfty in order to discharge its obligations under the Financial Crime Framework to the relevant government authorities, regulatory bodies and/or other necessarily empowered organisations without notice provided the release of information is required to satisfy Payfty’s corresponding obligations s or is required under the Financial Crime Framework.
13.1.6 Payfty reserves the right to request from you any additional information that is required to allow Payfty to discharge relevant obligations under the Financial Crime Framework. Where Payfty has requested documentation from you, and you refuse to comply with the request whether, expressly, impliedly or by conduct; at such time of refusal, Payfty may revoke, suspend or terminate your access to Payfty's platforms.
13.1.8 With respect to Clause 13.1.7, any information retained, collected and/or recorded by Payfty during its operations shall only be accessible by you on specific terms, unless otherwise required by an applicable law.
13.1.9 You acknowledge and agree that Payfty may utilise electronic verification methods to verify your identity in order to discharge its obligations under the Financial Crime Framework. Where you do not wish Payfty to utilise electronic verification methods to verify your identity please contact Payfty in writing at its address for notice detailed in Clause 17.3 requesting an alternative means of verification.
13.1.10 Without limiting the aforementioned electronic verification methods as detailed in Clause 13.1.9, Payfty may request a credit reporting agency, or any analogous organisation, to provide an assessment of whether the personal information provided to Payfty including within a completed Service Registration Form matches (in whole or part) personal information contained in a credit information file in the possession or control of the credit reporting agency. Alternatively, you acknowledge that Payfty may request a credit reporting agency, or any analogous organisation, to prepare and provide such an assessment.
13.1.11 With respect to Clause 13.1.10, you acknowledge that the credit reporting agency, or an analogous organisation, may use the personal information provided by you within a completed Service Registration Form for the purpose of making such an assessment.
13.1.12 Where Payfty is unable to verify your identity via electronic verification methods, Payfty shall contact you detailing said inability and provide all such reasonable information to you as is required, in addition to offering an alternative means of verification.
Value-addes tax and sales tax.
14.1.1 In this Clause 14, Value‐Added Tax and Sales Tax (‘Tax’) refer to a variety of indirect taxes that may be imposed on the Platforms or Services which vary depending on Your location, the location of the Service or Platforms, and/or the location to which the Service or Platform is being enjoyed.
14.2 Tax Gross Up.
14.2.2 Clause 14.1.1 does not apply to any consideration that is expressed in this Agreement to be inclusive of Tax.
14.3 Reimbursements and Indemnification.
14.3.1 If a Party reimburses or indemnifies another Party for a loss, cost or expenses, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other Party is entitled to for the loss, cost or expenses, and then increased in accordance with Clause 14.2.
Changes to this platform.
15.1 You acknowledge and agree that we may update this Platform from time to time, change the content at any time and we may suspend, withdraw, discontinue or change all or any part of this Platform and the Services without notice. As such, there may be times when this Platform and/or the Services are unavailable for use.
Contact us & notice.
17.2.2 Receipt of Notice: a notice, request, consent or other authorised documentation will be deemed received only when actually received or delivered pursuant to Clause 17.2.1.
17.3 Address for Notice.
17.3.1 Payfty’s address for notice shall be as follows:
188.8.131.52 by email to: [email protected]; and,
184.108.40.206 by post to: Payfty Technologies LTD, First Floor, First St. Vincent Bank Ltd Building, James Street, Kingstown, St Vincent and the Grenadines
17.3.2 Your address for notice shall be the address as detailed in the completed Service Registration Form, as updated from time to time.
17.3.3 With respect to Clause 17.3.2, you shall be solely responsible for informing Payfty of any address change for such service of notices. If you do not inform Payfty of a change in your address for notice, and Payfty subsequently serves a notice upon your previous address where Payfty has complied with all requirements specified within this Agreement; said service shall constitute valid receipt of notice pursuant to Clause 17.2.2.
18.1 Fees in respect of relevant Platforms and/or Services are as detailed in the Fee Schedule.
19.2 With respect to Clause 19.1, each Party acknowledges that disclosure of Confidential Information may be required by an applicable law, regulation or court order and the other Party herein releases the receiving Party from any breach as a result of such compelled disclosure pursuant to the terms of this Agreement.
19.3 With respect to Clause 19.1, you acknowledge that Payfty may disclose information regarding your Account to the following persons:
19.3.1 Payfty’s head office, parent corporation, subsidiaries and/or any other organisation with a common directorship;
19.3.2 consultants and advisors contracted by Payfty with respect to the management or operation of Payfty;
19.3.3 any rating agency, insurance provider or credit protection organisation; and
19.3.4 any court, tribunal or regulatory body with jurisdiction over Payfty and/or you.
20.1 Publicity. You permit us to publicly mention you as our client on our web site and/or marketing materials.
20.6 Compliance with Applicable Law. You will comply with any and all laws, rules, regulations or orders applicable to your receipt of and use of the Platform and the Services.
22.1 Payfty Currency Network, Payfty Explorer; Payfty Wallet and Payfty Website.
22.2 Payfty Exchange.
No financial advice
23.1 Payfty is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Services. No communication or information provided to you by Payfty is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. All trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. Payfty does not recommend that any digital asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any digital asset, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Payfty will not be held responsible for the decisions you make to buy, sell, or hold digital asset based on the information provided by Payfty.